Consulting Agreement (Page 4 of 7) in pdf

COMPANY, CONSULTANT will for a period of three (3) years from

the date of disclosure hereunder (i) treat Company Information as

confidential; (ii) not use any Company Information except as and to

the extent necessary for the performance of the Services

hereunder; and (iii) not disclose any Company Information to any

third party. CONSULTANT retains the right to refuse to accept any

Company Information that he/she believes may adversely affect or

interfere with his/her work for UR.

c. Upon termination of this Agreement, COMPANY may request that

CONSULTANT return or destroy all Company Information.

d. Consultant’s obligations set forth in this Section 5 shall not apply

with respect to any portion of the Company Information that (i)

was in the public domain at the time it was communicated to

CONSULTANT under this Agreement; (ii) entered the public

domain through no breach of this Agreement by CONSULTANT,

subsequent to the time it was communicated to CONSULTANT

under this Agreement; (iii) was in CONSULTANT’s possession,

and, to the best of CONSULTANT’s knowledge, free of any

obligation of confidence at the time it was communicated to

CONSULTANT; (iv) was rightfully communicated to CONSULTANT

free of any obligation of confidence subsequent to the time it was

communicated to CONSULTANT under this Agreement; (v) was

developed by CONSULTANT independently of and without

reference to any information communicated to CONSULTANT

under this Agreement; and (vi) is required to be disclosed in

response to a valid order by a court or other governmental body, or

as otherwise required by law.

6. Publications. CONSULTANT shall not publish, nor submit for publication,

any work directly arising out of the provision of the Services provided

hereunder without prior written approval from COMPANY. Nothing in this

agreement shall be construed as prohibiting or otherwise limiting

CONSULTANT's ability to publish, submit for publication, or otherwise

disclose the results of CONSULTANT's activities as a faculty member of

UR, during or at any time after the term of this Agreement, even if such

activities are related to the Field described, and Services provided,

hereunder.

7. Intellectual

Property.

ALTERNATIVE

ONE

(recommended

for

consulting arrangements where the consulting work overlaps with or

is substantially related to the work Consultant is performing at the

University):

Title to all inventions and discoveries made by

CONSULTANT resulting from Services performed hereunder shall reside

in UR; title to all inventions and discoveries made by COMPANY resulting

Consulting Agreement Page 4

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